File No.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
U-1
APPLICATION/DECLARATION
UNDER
THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
AGL
Resources Inc.
Ten
Peachtree Place
Suite
1000
Atlanta,
GA 30309 |
(Name of
company or companies filing this statement
and
addresses of principal executive offices)
AGL
Resources Inc.
Ten
Peachtree Place
Suite
1000
Atlanta,
GA 30309
(Name of
top registered holding company of each applicant or declarant)
Bryan
E. Seas, Vice President and Controller
AGL
Resources Inc.
Ten
Peachtree Place
Suite
1000
Atlanta,
GA 30309 |
(Name and
address of agent for service)
The
Commission is also requested to send copies
of any
communication in connection with this matter to:
Paul
Shlanta
Shannon
Omia Pierce
AGL
Resources Inc.
Ten
Peachtree Place, 15th
Floor
Atlanta,
GA 30309
(404)
584-3394 (Tel)
(404)
584-3714 (Facsimile) |
TABLE
OF CONTENTS
Item
1. Description of Proposed Transaction
|
1
|
|
A.
|
Introduction
and General Request
|
1
|
|
B.
|
Description
of the Applicant
|
1
|
|
|
1.
AGL Resources Inc. and its Subsidiaries
|
1
|
|
|
|
a.
AGL Resources
|
1
|
|
|
|
b.
Utility Subsidiaries
|
2
|
|
|
|
|
(i)
Atlanta Gas Light Company
|
2
|
|
|
|
|
(ii)
Chattanooga Gas Company
|
2
|
|
|
|
|
(iii)
Elizabethtown Gas
|
2
|
|
|
|
|
(iv)
Elkton Gas
|
2
|
|
|
|
|
(v)
Florida City Gas Company
|
3
|
|
|
|
|
(vi)
Virginia Natural Gas, Inc.
|
3
|
|
|
|
c.
Other Utility Subsidiaries
|
3
|
|
|
|
d.
Non-utility Subsidiaries
|
4
|
|
|
|
|
(i)
NUI Saltville Storage, Inc.
|
4
|
|
|
|
|
(ii)
VG Pipeline
|
4
|
|
|
|
|
(iii)
VG Storage
|
4
|
|
C.
|
Description
of the Transaction
|
5
|
|
|
1.
The Sale
|
5
|
|
|
2.
Benefits of the Sale
|
5
|
|
D.
|
Applicable
Provisions
|
5
|
|
|
1.
Sections 6(a), 7 and 12 (d)
|
6
|
|
|
2.
Rule 44 Analysis
|
6
|
|
|
3.
Rule 54 Analysis
|
6
|
Item
2. Regulatory Approval
|
7
|
|
A.
|
State
Approvals
|
7
|
|
|
1.
Virginia
|
7
|
Item
3. Procedure
|
7
|
Item
4. Exhibits and Financial Statements
|
8
|
Item
5. Information as to Environmental Effects
|
9
|
Item
1. |
Description
of Proposed Transaction. |
A. |
Introduction
and General Request |
In this
Application, AGL Resources Inc. ("AGL Resources"), a registered public utility
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), and its subsidiaries, NUI Corporation (“NUI”) and Virginia Gas
Company (“VGC”), request authority under Sections 6(a), 7 and 12(d) of the Act
and Rules 44 and 54 thereunder to sell NUI’s fifty percent member interest in
Saltville Gas Storage Company LLC (“SGS”), held by its subsidiary, NUI Saltville
Storage, Inc. (“NUISS”),1 and all
of the issued and outstanding capital stock of Virginia Gas Pipeline Company
(“VGPC”) and Virginia Gas Storage Company (“VGSC”), held by VGC, to Duke Energy
Gas Transmission (“DEGT”) and Duke Energy Saltville Gas Storage, L.L.C.,
subsidiaries of Duke Energy Corporation.2 The
proposed transaction, more fully described below, is referred hereto as the
"Sale."
B. |
Description
of the Applicant |
1. |
AGL
Resources Inc. and its
Subsidiaries |
AGL
Resources is a corporation organized under the laws of Georgia, and is an
Atlanta-based energy services holding company whose principal business is the
distribution of natural gas. AGL Resources owns six gas public utility
subsidiary companies: Atlanta Gas Light Company ("AGLC"), Chattanooga Gas
Company ("CGC"), Elizabethtown Gas, Elkton Gas Company (“Elkton Gas”), Florida
City Gas Company (“FCGC”) and Virginia Natural Gas, Inc. ("VNG"); and several
directly or indirectly-owned subsidiary companies. AGLC, CGC Elizabethtown Gas,
Elkton Gas, FCGC and VNG serve more than 2.2 million customers in six
states.
AGL
Resources' common stock has a five dollar ($5.00) par value and is listed and
traded on the New York Stock Exchange under the symbol "ATG." As of December 31,
2004, AGL Resources had 76,953,218 shares of common stock issued and
outstanding. As of and for the twelve months ended December 31, 2004, AGL
Resources had total assets of $5.64 billion, net utility plant assets of $2.89
billion, total operating revenues of $1.832 billion, operating income of $332
million and net income of $153 million. As of December 31, 2004, AGL Resources,
in conjunction with its subsidiaries, employed approximately 2,970 full-time
employees.
(i) |
Atlanta
Gas Light Company |
AGLC is a
natural gas local distribution utility with distribution systems and related
facilities serving 237 cities throughout Georgia, including Atlanta, Athens,
Augusta, Brunswick, Macon, Rome, Savannah and Valdosta. AGLC also has
approximately 6.0 billion cubic feet, or Bcf, of liquefied natural gas ("LNG")
storage capacity in three LNG plants to supplement the supply of natural gas
during peak usage periods.
The
Georgia Public Service Commission regulates AGLC with respect to rates,
maintenance of accounting records and various other service and safety matters.
As of and for the twelve months ended December 31, 2004, AGLC had total assets
of $2.5 billion, total operating revenues of $583 million and net income of $120
million. AGLC owns all of the outstanding stock of AGL Rome Holdings, Inc.
(ii) |
Chattanooga
Gas Company |
CGC is a
natural gas local distribution utility with distribution systems and related
facilities serving 12 cities and surrounding areas, including the Chattanooga
and Cleveland areas of Tennessee. CGC also has approximately 1.2 Bcf of LNG
storage capacity in its LNG plant.
The
Tennessee Regulatory Authority regulates CGC with respect to rates, maintenance
of accounting records and various other service and safety matters. As of and
for the twelve months ended December 31, 2004, CGC had total assets of $158
million, total operating revenues of $98 million and net income of $9 million.
Elizabethtown
Gas is a natural gas local distribution utility acquired with AGL Resources’
acquisition of and merger with NUI, with distribution systems and related
facilities in central and northwestern New Jersey. Elizabethtown Gas has an LNG
storage and vaporization facility to supplement the supply of natural gas during
peak usage periods. The facility has a daily capacity of 24,200 million cubic
feet (Mcf) and storage capacity of 131,000 Mcf. Most of Elizabethtown Gas’s
customers are located in densely populated central New Jersey, where increases
in the number of customers primarily result from conversions to gas heating from
alternative forms of heating. In the northwest region of the state, customer
additions are driven primarily by new construction.
The New
Jersey Board of Public Utilities regulates Elizabethtown Gas with respect to
rates, maintenance of accounting records and various other service and safety
matters. As of and for the twelve months ended December 31, 2004, Elizabethtown
Gas had total assets of $647 million, total operating revenues of $470 million
and net income of $12.8 million.
Elkton
Gas is a natural gas local distribution utility, acquired with AGL Resources’
NUI acquisition and merger. Elkton Gas has distribution systems and related
facilities serving approximately 5,900 customers in Cecil County, Maryland.
Elkton Gas customers are about 93% commercial and industrial and about 7%
residential.
The
Maryland Public Service Commission regulates Elkton Gas with respect to rates,
maintenance of accounting records and various other service and safety matters.
As of and for the twelve months ended December 31, 2004, Elkton Gas had total
assets of $9 million, total operating revenues of $10.8 million and net income
of $.34 million.
(v) |
Florida
City Gas Company |
FCGC is a
natural gas local distribution utility, acquired with AGL Resources’ NUI
acquisition and merger. FCGC has distribution systems and related facilities in
central and southern Florida. FCGC customers purchase gas primarily for heating
water, drying clothes and cooking. Some customers, primarily in central Florida,
also purchase gas to provide space heating during the winter season
The
Florida Public Service Commission regulates FCGC with respect to rates,
maintenance of accounting records and various other service and safety matters.
As of and for the twelve months ended December 31, 2004, FCGC had total assets
of $126.5 million, total operating revenues of $86.4 million and net income of
($.15) million.
(vi) |
Virginia
Natural Gas, Inc. |
VNG is a
natural gas local distribution utility with distribution systems and related
facilities serving eight cities in the Hampton Roads region of southeastern
Virginia. VNG owns and operates approximately 155 miles of a separate
high-pressure pipeline that provides delivery of gas to customers under firm
transportation agreements within the state of Virginia. VNG also has
approximately 5.0 million gallons of propane storage capacity in its two propane
facilities to supplement the supply of natural gas during peak usage
periods.
The
Virginia State Corporation Commission ("VSCC") regulates VNG with respect to
rates, maintenance of accounting records and various other service and safety
matters. As of and for the twelve months ended December 31, 2004, VNG had total
assets of $751 million, total operating revenues of $346 million and net income
of $26.3 million.
c. |
Other
Utility Subsidiaries |
Virginia
Gas Distribution Company (“VGDC”) is an indirect wholly-owned public utility
subsidiary of NUI, which AGLR acquired through an acquisition and merger
transaction in November 2004, and a direct subsidiary of VGC, a holding company
for certain utility and non-utility businesses. VGDC distributes gas to
approximately 275 customers in Virginia. During fiscal year 2004, VGDC sold
approximately 237.855 Mcf of gas, of which 4% were sold to residential customers
and 96% to commercial and industrial customers.
d. |
Non-utility
Subsidiaries |
AGL
Resources owns several nonutility subsidiaries,3
including NUISS, VGPC, and VGSC. A description of the non-utility subsidiaries
that are the subject of the Sale follows:
(i) |
NUI
Saltville Storage, Inc. |
NUI's
wholly owned subsidiary, NUISS, is a fifty-percent member of Saltville Gas
Storage Company, LLC ("SGS"). SGS is a joint venture between subsidiaries of NUI
and Duke Energy Gas Transmission ("DEGT") that is developing a
high-deliverability underground natural gas storage facility in Saltville,
Virginia. SGS plans to expand the present Saltville Storage Project from its
current capacity of 1 Bcf to approximately 12 Bcf in several phases. The
Saltville Storage Project connects to DEGT's East Tennessee Natural Gas (“ETNG”)
interstate system and its Patriot pipeline. More than half of the working gas
initially stored at the Saltville facility has been used to serve customers
transporting gas through the Patriot pipeline.
SGS is
subject to regulation by the Federal Energy Regulatory Commission (“FERC”) under
the Natural Gas Act. Under its FERC-issued certificate of public convenience and
necessity, SGS is authorized to charge rates set by FERC based on a methodology
commonly used by FERC to derive rates for storage services. Since SGS’s capacity
will increase every year until 2007, FERC has also directed SGS to propose
phased rates that reflect the increments of costs and substantial capacity
additions expected through 2007.
VG
Pipeline, a wholly-owned subsidiary of VGC, operates the SGS high-deliverability
underground natural gas storage field located in Saltville, Virginia and
provides intrastate transportation services from its 77-mile-long, 8 inch
diameter P-25 pipeline system stretching from Saltville to Radford in
southwestern Virginia. The P-25, which connects with the SGS facilities in
Saltville, has a capacity of approximately 30,000 dekatherms per day and runs
parallel to Duke’s ETNG/Patriot facilities. VG Pipeline also serves as the
construction manager for SGS. VG Pipeline also owns certain rights-of-way and
easements to be used by VG Pipeline in connection with the proposed P-24 gas
pipeline originating in Tazwell County, Virginia and extending in a southern
direction to a point near the East Tennessee Natural Gas Company
pipeline.
VG
Storage operates the Early Grove Storage Field, a depleted underground natural
gas reservoir storage facility, located in southwestern Virginia in Washington
and Scott counties. VG Storage owns the four-inch and six-inch diameter P-17
pipelines extending from the Early Grove Gas Storage Complex to an
interconnection point with East Tennessee Natural Gas Company pipeline.
C. |
Description
of the Transaction |
On April
27, 2005, NUISS (the “AGL Resources Member” of SGS) and VGC (collectively the
“Sellers”) entered into a Purchase and Sale Agreement (the “Agreement”) with
DEGT and Duke Energy Saltville Gas Storage, L.L.C. (the “Duke Member” of SGS)
(collectively the Buyers) in which the Sellers agreed to sell their interests in
SGS, VG Pipeline, and VG Storage for $62 million, subject to various adjustments
before and after closing. More specifically, DEGT will purchase all of the
issued and outstanding shares of capital stock of VG Storage and VG Pipeline
(“Purchased Companies”), and the Duke Member will purchase NUISS’ fifty percent
interest in SGS. VGDC’s right, title and interest in certain real property and
contract rights primarily used in or related to the assets described in Items
I.B.(d) (ii) and (iii) above will be assigned to VG Pipeline. Currently, NUISS
and the Duke Member each hold a fifty percent interest in SGS. The Agreement is
being filed as an exhibit to this Application under a request for confidential
treatment pursuant to Section 250.104(b) of the Commission’s
regulations.
As part
of the Sale, loans previously extended by NUISS and the Duke Member to SGS will
be equalized so that each member has an equal amount of debt from SGS and
subsequently such outstanding loans will be extinguished.
The Sale
will strengthen AGL Resources' financial position and, thus, is consistent with
AGL Resources’ goal of improving its financial strength by reducing debt. The
Sale will allow AGL Resources to improve its capital structure as the proceeds
from the Sale of the member interest in SGS and the Sale of the capital stock in
the Purchased Companies will be applied to AGL Resources’ commercial paper debt.
Thus the Sale promotes re-allocation of AGL Resources’ to activities more in
line with AGL’s current business plans and activities.
The Sale
is in the public interest as it will not impair or jeopardize adequate service
at just and reasonable rates to VG Pipeline’s, VG Storage’s or SGS’s customers.
VG Pipeline and VG Storage will continue to abide by their Virginia State
Corporation Commission-approved tariffs and fully honor their obligations to
customers and to all regulatory authorities.
AGL
Resources considers Sections 6(a), 7 and 12(d) of the Act and Rules 44 and 54
thereunder to be applicable to the transaction proposed in this Application. To
the extent the proposed transaction is considered by the Commission to require
authorization, exemption, or approval under any section of the Act or the rules
and regulations other than those set forth above, AGL Resources requests
authorization, exemption, or approval.
AGL
Resources respectfully submits that the authorizations requested in this
Application are in its best interest and are appropriate for the protection of
investors and consumers. AGL Resources further submits that the applicable
provisions of the Act are satisfied and that no adverse findings are appropriate
or necessary.
1. |
Sections
6(a), 7 and 12(d) |
“Except
in accordance with a declaration effective under section 7 and the order under
such section permitting such declaration to become effective,” section 6(a) of
the Act makes it unlawful, without approval of the Commission under Section 12,
“for any registered holding company or subsidiary company thereof . . . (1) to
issue or sell any security of such company; or (2) to exercise any privilege or
right to alter the priorities, preferences, voting power, or other rights of the
holders of an outstanding security of such company.”
Section
12(d) of the Act makes it unlawful “for any registered holding company . . . to
sell any security which it owns of any public-utility company, or any of its
utility assets, in contravention of such rules and regulations or orders
regarding the consideration to be received for such Sale, maintenance of
competitive conditions, fees and commissions, accounts, disclosure of interest,
and similar matters as the Commission deems necessary or appropriate in the
public interest or for the protection of investors or consumers or to prevent
the circumvention of the provisions of this title or the rules, regulations, or
orders thereunder.”
The
proposed transactions are subject to Rule 44 under the Act. Rule 44 requires
Commission approval for any Sale by a registered holding company, directly or
indirectly, to any person of utility assets or of the securities that such
holding company owns in any public utility company.
AGL
Resources is in the process of integrating the entities it acquired under its
November 2004 acquisition and merger with NUI Corporation and its subsidiaries.
A part of the integration process is the restructuring of the combined entity.
AGL Resources believes that its investors and consumers are best served with its
concentration on AGL Resources’ traditional business of natural gas
distribution. As a result, AGL Resources has determined to sell the NUISS, VG
Storage and VG Pipeline non-utility assets and to thereby reduce the debt of the
corporation. The purchase price and other definitive terms of the Sale of NUISS,
VG Storage and VG Pipeline reflected in the Purchase Agreement, negotiated by
the Sellers and Buyers over a number of months, are the result of arm’s length
bargaining. The purchase price of $62 million constitutes fair and adequate
consideration for the Sale of NUISS’ fifty percent member interest in SGS and
the issued and outstanding capital stock of VGPC and VGSC, held by
VGC.
The
proposed transactions are subject to Rule 54, which refers to Rule 53. Rule 54
under the Act provides that in determining whether to approve certain
transactions other than those involving EWGs or FUCOs, as defined in the Act,
the Commission will not consider the effect of the capitalization or earnings of
any subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c) under the Act
are satisfied. Neither AGL Resources nor any of its subsidiaries presently or as
a result of the consummation of the Sale will have an interest in any EWG or
FUCO and, accordingly, Rule 53 is satisfied.
Item
2. |
Regulatory
Approval |
The state
regulatory requirements described below must be complied with before the
Applicant can complete the Sale.
Duke
Energy, and DEGT, as the Buyers, and AGL Resources, NUI and VGC, as the Sellers
(collectively, “the Petitioners” or “Parties”) have requested approval from the
VSCC under Chapter 5 of Title 56 of the Code of Virginia (§ 56-88 et
seq.) for a
transaction under which DEGT will acquire control of VG Storage and VG Pipeline.
In addition, VGC, VG Pipeline, and VG Storage have requested approval from the
VSCC for an affiliates transaction under Chapter 4 of Title 56 of the Code of
Virginia (§ 56-76 et
seq.) in
order to effectuate the sale of certain assets. The VSCC must approve the
disposition of any utility assets subject to its jurisdiction located in
Virginia. The Petitioners must show that the provision of adequate service at
just and reasonable rates will not be threatened or impaired by the Sale.
VGC-VG
Storage also holds a mining permit under Virginia mining permit/license number
90421-AA for the mining of salt. VGC and its parent companies will comply with
all appropriate Virginia laws that concern the transfer of such licenses,
including the filing of a Permit Relinquishment Form with the Virginia
Department of Mines, Minerals, and Energy, Division of Mineral
Mining.
AGL
Resources requests that the Commission issue and publish not later than May 21,
2005, the requisite notice under Rule 23 with respect to the filing of this
Application, such notice to specify a date not later than June 7, 2005, by which
comments may be entered and a date not later than July 7, 2005, as a date after
which an order of the Commission granting this Application may be entered by the
Commission.
Applicant
hereby (i) waives a recommended decision by a hearing officer, (ii) waives a
recommended decision by any other responsible officer or the Commission, (iii)
consents that the Division of Investment Management may assist in the
preparation of the Commission’s decision, and (iv) waives a 30-day waiting
period between the issuance of the Commission’s order and the date upon which it
is to become effective.
Item
4. |
Exhibits
and Financial Statements |
Exhibits
A-1 |
Amended
and Restated Articles of Incorporation of AGL Resources Inc., filed with
the Securities and Exchange Commission as Exhibit B to Amendment No. 1 to
AGL Resources Inc.'s Registration Statement on Form S-4, SEC File No.
33-99826 (incorporated by reference). |
A-2 |
Bylaws
of AGL Resources Inc., as amended October 29, 2003, filed with the
Securities and Exchange Commission as Exhibit 3.2 to the AGL Resources
Inc.'s Annual Report on Form 10-K filed on February 15, 2005, SEC File No.
1-14174 (incorporated by reference). |
A-3 |
Bylaws
of Virginia Gas Storage Company. |
A-4 |
Bylaws
of Virginia Gas Pipeline Company. |
B-1 |
Sale
Agreement and Appendices (to be filed in paper copy with request for
confidential treatment pursuant to Rule 104(b), 17 C.F.R. §
250.104(b)). |
C-1 |
Application
to the Virginia State Corporation
Commission. |
C-2 |
Order
of the Virginia State Corporation Commission (to be filed by
amendment). |
D-1 |
Map
of the facilities subject to the Sale
Agreement. |
E-1 |
Opinion
Letter of Counsel (AGL Resources Inc.) |
H-1 |
AGL
Resources Inc.'s 2004 Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 filed with the Securities and Exchange Commission on
February 15, 2005, SEC File No. 1-14174 (incorporated by
reference). |
I-1 |
Proposed
Form of Notice. |
J-1 |
Description
of Nonutility Subsidiaries (incorporated by reference to AGL Resources
Inc.’s Pre-effective Amendment No. 2 to Form U-1 filed with the Securities
and Exchange Commission on November 24, 2004, SEC File No.
70-10243). |
K-1 |
Pre-Transaction
Corporate Chart. |
K-2 |
Post-Transaction
Corporate Chart. |
Financial
Statements
FS-1 |
AGL
Resources Inc.'s Consolidated Balance Sheet as of December 31,
2004, included in AGL Resources Inc.'s Annual Report on Form
10K, filed on February 15, 2005, SEC File No.1-14174 (incorporated by
reference). |
FS-2 |
AGL
Resources Inc.'s Consolidated Statement of Income for the year ended
December 31, 2004, included in AGL Resources Inc.'s Annual Report on Form
10K, filed on February 15, 2005, SEC File No. 1-14174 (incorporated by
reference). |
FS-3 |
AGL Resources Inc.'s Consolidated Statements of Common
Shareholders’ Equity for the year ended December 31, 2004, included in AGL
Resources Inc.'s Annual Report on Form 10K, filed on February 15, 2005,
SEC File No. 1-14174 (incorporated by
reference). |
FS-4 |
AGL
Resources Inc.'s Consolidated Statement of Cash Flows for the year ended
December 31, 2004, included in AGL Resources Inc.'s Annual Report on Form
10K, filed on February 15, 2005, SEC File No. 1-14174 (incorporated by
reference). |
FS-5 |
Notes to Consolidated Financial Statements, included in
AGL Resources Inc.'s Annual Report on Form 10K, filed on February 15,
2005, SEC File No. 1-14174 (incorporated by
reference). |
Item
5. |
Information
as to Environmental Effects |
The
transaction that is the subject of this Application does not involve a “major
federal action” nor does it significantly affect the “qualify of the human
environment” as those terms are used in section 102(2)(C) of the National
Environmental Policy Act. The transaction that is the subject of this
Application will not result in changes in the operation of the Applicant that
will have an impact on the environment. The Applicant is not aware of any
federal agency that has prepared or is preparing an environmental impact
statement with respect to the transaction that is the subject of this
Application.
SIGNATURES
Pursuant
to the requirements of the Public Utility Holding Company Act of 1935, the
undersigned company has duly caused this Application-Declaration to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: May 17,
2005
AGL
Resources Inc.
/s/ Paul
R. Shlanta
By:
Paul R.
Shlanta
Senior
Vice President, General Counsel and Chief
Compliance Officer
1 |
NUISS
is a subsidiary of NUI Utilities, which was acquired by AGL Resources in a
November 30, 2004 acquisition and merger with NUI Corporation (“NUI”).
(U.S. Securities and Exchange Commission Holding Company Act Release No.
35-27917; 70-10243.) Under the terms of the acquisition and merger, AGL
Resources acquired all the outstanding common stock of NUI, an exempt
holding company under section 3(a)(1) of the Act and indirect ownership of
NUI’s subsidiary companies. AGL Resources also sought and received
authority: (1) to retain NUI’s non-utility subsidiaries and to reorganize
NUI’s direct and indirect non-utility subsidiaries without further
Commission approval and (2) to acquire NUI’s interest in Saltville Gas
Storage Company, LLC pursuant to an exemption under Rule
16. |
2 |
Duke
Energy Corporation is a public utility company under the Act. It is not a
holding company under the Act. |
3 |
The
Commission previously authorized AGL Resources’ retention of its
nonutility subsidiaries acquired prior to its merger with NUI Corporation
in AGL
Resources Inc.,
et al.,
Holding Co. Act Release No. 27243 (Oct. 5,
2000). |